Companies Act 2014 section 1296

Particular requirements for re-registration of limited company as unlimited

Section 1296 sets out the specific requirements that must be met before a limited company can re-register as an unlimited company, including member consent, financial statement filings, and compliance confirmations.

• All members of the limited company must assent to the re-registration, and a prescribed form of assent signed by or on behalf of every member must be delivered to the Registrar.
• Unless recently filed or recently incorporated, the company must deliver financial statements covering at least 12 months ending no more than 3 months before the application date, together with a statutory auditors' report (unless audit-exempt).
• A director or secretary must confirm in the statement of compliance that the signatories to the assent form represent the entire membership and that reasonable steps were taken to verify the authority of anyone signing on behalf of a member.
• Past members who had left the company before the re-registration application are protected from any increased liability on winding up that might otherwise arise from the change to unlimited status.

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